NO PURCHASE OR PAYMENT IS NECESSARY TO ENTER OR WIN.

A purchase or payment will not improve your chances of winning. The Betsey Johnson's Galentine's Day Caption Contest (the "Contest") entry period begins at 12:01 AM Eastern Time ("ET") on February 11, 2019 and ends at 11:59 PM ET on February 13 2019 (the "Entry Period"), when all entries must be received. Eastern Time shall control for all purposes of this Contest. Sponsor's clock shall be the official timekeeper for the Contest. The Contest is governed by these Official Rules and is subject to all applicable federal, state and local laws. Void where prohibited.

1. Eligibility.

The Contest is open only to legal residents of the 50 United States, who are 18 years of age or older at the time of entry. Proof of residency and age may be required prior to award of any prize. Employees of BJ Acquisition LLC ("Sponsor") and its parent, subsidiaries, divisions, affiliates, and advertising or promotional agencies, and the immediate family and household members of such individuals, are not eligible to enter or win. "Immediate family members" shall mean parents, step-parents, children, step-children, siblings, step-siblings, or spouses, regardless of where they live. "Household members" shall mean people who share the same residence at least three months a year, whether related or not. In order to enter the Contest or receive the prize, you must fully comply with the Official Rules and, by entering, you represent and warrant that you agree to be bound by these Official Rules and the decisions of the Sponsor, whose decisions shall be binding and final in all respects relating to this Contest.

2. How to enter.

During the Entry Period, Sponsor will post a photograph of Betsey Johnson (the "Photo") on the Betsey Johnson Instagram page @betseyjohnson. To receive one (1) entry into the Contest, follow Betsey Johnson on Instagram @betseyjohnson, and caption the Photo in the comments, including the required hashtag #BetseyBabeContest (the "Entry"). The Entry must comply with the Entry Requirements set forth below in Section 3. ALL ENTRIES MUST BE RECEIVED BY 11:59 PM ET ON FEBRUARY 13 2019. Although it is free to enter, standard message and data charges may be incurred if you use your mobile device to enter the Contest. Limit one (1) Entry per person throughout the entire Entry Period. Entries by the same person in excess of the limits stated herein will be disqualified. Entries will be deemed to have been submitted by the authorized account holder of the email address associated with the Instagram account from which entry is made at the time of the entry. "Authorized account holder" is defined as the natural person who is assigned to an email address by an Internet access provider, online service provider or organization (e.g., business, educational institution, etc.) that is responsible for assigning email addresses for the domain associated with the submitted email address. Entering or attempting to enter the Contest multiple times through the use of multiple email addresses or Instagram accounts is prohibited and any such entries will be deemed void and disqualified. All submissions become the property of Sponsor upon receipt and will not be acknowledged or returned.

Sponsor reserves the right, in its sole discretion, to disqualify any Entry that Sponsor believes, in its sole discretion, may be defamatory, obscene, profane, indecent, offensive, harassing or otherwise inappropriate in any way or that may infringe upon or violate another party's rights or violate these Official Rules.

3. Entry Requirements.

The Entry must comply with the following requirements: (i) the Entry may not mention, depict or feature any person other than entrant or Betsey Johnson; (ii) other than the Sponsor, its products, brands and/or logos, the Entry may not show, contain, mention, depict, refer or otherwise allude to the name, logo or product of any other retailer, manufacturer, brand, product, store, place of business, person, company or character in such a way or manner as to imply an affiliation with, or endorsement of, the Sponsor, its products, brands and/or this Contest; (iii) the Entry may not contain, mention, refer or otherwise allude to any material, subject or otherwise that is violent, lewd, vulgar, obscene, sexually explicit, pornographic, disparaging, defamatory, libelous, racially or morally offensive or otherwise contain inappropriate content or objectionable material; (iv) the Entry cannot display or promote nudity, religion, alcohol, illegal activity, drugs or tobacco, firearms/weapons (or the use of any of the foregoing), any activities that may appear unsafe or dangerous, or any political agenda or message; (v) the Entry cannot in any manner defame, misrepresent, contain disparaging remarks or reflect negatively about Sponsor, its brands, products, or other people, products or companies or their products, or in any way reflect negatively upon such parties or explicitly or implicitly communicate messages or images inconsistent with the positive images and/or goodwill with which Sponsor wishes to be associated, as determined by Sponsor in its sole discretion; (vi) the Entry cannot contain any personal identification, such as personal names, email addresses or street addresses, without express permission; (vii) the Entry cannot depict and cannot itself be in violation of any law; and (viii) the Entry must otherwise be in compliance with these Official Rules. Sponsor reserves the right, in its sole discretion, to disqualify any Entry that Sponsor believes, in its sole discretion, does not comply with or is in violation of these Official Rules or that otherwise contains prohibited or inappropriate content.

4. Grant of Rights.

Each entrant into the Contest hereby irrevocably grants Sponsor a non-exclusive, non-transferable, royalty-free perpetual license to use and display its Entry, in whole or in part, for any and all purposes in any and all media channels without limitation, worldwide and without additional compensation, notice or approval from entrant.

5. Representations and Warranties/Indemnification.

Each person who enters this Contest represents and warrants with respect to his/her Entry as follows: (i) entrant has obtained any and all necessary permissions and releases required to submit the Entry and for Sponsor's right to use the Entry for any purpose and entrant can and will make written copies of such permissions and releases available to Sponsor upon request; (ii) the Entry is owned by entrant and has not been previously published, distributed or otherwise exploited; (iii) the Entry is wholly original with entrant and, as of the date of submission, the Entry is not the subject of any actual or threatened litigation or claim; (iv) the Entry does not and will not violate or infringe upon the intellectual property rights or other rights of any other person or entity, including, but not limited to, rights of privacy and publicity; and (v) the Entry does not and will not violate any applicable laws, and is not and will not be considered defamatory or libelous. Each entrant hereby agrees to indemnify and hold the Sponsor and its subsidiaries, affiliates, divisions, partners, representatives, agents, successors, assigns, employees, officers and directors harmless from and against any and all third party claims, actions or proceedings of any kind and from any and all damages, liabilities, costs and expenses relating to or arising out of any breach or alleged breach of any of the warranties, representations or agreements of entrant hereunder.

6. Winner Selection; Odds of Winning.

After the close of the Entry Period, one (1) potential winner will be selected by Betsey Johnson from all eligible entries received based upon originality, creativity and best fit to the theme of the Photo. Odds of winning depend upon the nature, quality and total number of eligible entries received.

7. Prize.

Winner will receive one (1) prize package consisting of the entire Betsey Johnson cosmetics line (approximate retail value ("ARV") of entire prize package: $136). Any and all federal, state and local taxes on the prize are the sole responsibility of the winner. If prize is not accepted, is unclaimed or unused by a winner, it will be forfeited and will not be substituted. No transfer, refund, cash redemption, substitution or replacement of prize or any prize component permitted, except that Sponsor reserves the right, in its sole discretion, to substitute a prize of equal or greater value (or cash equivalent). ARV of prize is in U.S. dollars.

8. Winner Notification.

The potential winner will be contacted via direct message and may be required, in Sponsor's discretion, to complete and return an Affidavit of Eligibility, Release of Liability and Publicity Release (where permitted by law) (collectively, the "Affidavit") by the date or within the time frame specified by Sponsor or an alternate winner may be selected. If potential winner is under the age of majority in its state of legal residence, the Affidavit must be executed on its behalf by its parent or legal guardian. In the event: (a) a potential winner cannot be reached for whatever reason after a reasonable effort has been exerted based on the information provided by potential winner in its entry form or winner notification or Affidavit is returned as undeliverable; (b) a potential winner declines or cannot accept, receive or use the prize for any reason; (c) of noncompliance with the above or within any of the aforesaid time periods, (d) a potential winner is found to be ineligible to enter the Contest or receive the prize, (e) a potential winner cannot or does not comply with the Official Rules, or (f) a potential winner fails to fulfill the Affidavit-related obligations, the potential winner shall be disqualified from the Contest and an alternate potential winner may be selected, at Sponsor's sole discretion, from among the other eligible entries received.

9. Publicity Release; Use of Personal Information.

Except where prohibited or restricted by law, a winner's acceptance of prize constitutes the winner's agreement and consent for Sponsor and any of its designees to use and/or publish winner's name (in whole or in part), city and state of residence, photographs or other likenesses, pictures, portraits, video, voice, testimonials, biographical information (in whole or in part), and/or statements made by winner regarding the Contest or Sponsor, worldwide and in perpetuity for any and all purposes, including, but not limited to, advertising, trade and/or promotion on behalf of Sponsor, in any and all forms of media, now known or hereafter devised, including, but not limited to, print, TV, radio, electronic, cable, or World Wide Web, without further limitation, restriction, compensation, notice, review, or approval. By entering the Contest, entrants will be sharing their personal information with Sponsor, which personal information will be collected and be used for administration of the Contest and awarding the prize. In addition, by entering, entrants agree to Sponsor's use of entrant's personal information as described in its privacy policy at https://betseyjohnson.com/pages/privacy-policy. Please refer to Sponsor's privacy policy for important information regarding the collection, use and disclosure of personal information by Sponsor. Sponsor is not responsible for disclosures made by any third party.

10. No Tampering; Right To Cancel; Modify.

Sponsor and its parent, subsidiaries, affiliates, divisions, partners, representatives, agents, successors, assigns, employees, officers, directors and members shall not have any obligation or responsibility, including any responsibility to award any prize to entrants, with regard to: (a) entries that contain inaccurate information or do not comply with or violate the Official Rules; (b) entries, prize claims or notifications that are lost, late, incomplete, illegible, unintelligible, damaged or otherwise not received by the intended recipient, in whole or in part, due to computer, human or technical error of any kind, including but not limited to, inactive email or social media accounts or an entrant's failure to monitor its email and/or social media accounts; (c) entrants who have committed fraud or deception in entering or participating in the Contest or claiming the prize; (d) telephone, electronic, hardware, software, network, Internet or computer malfunctions, failures or difficulties; (e) any inability of the winner to accept the prize for any reason; (f) if a prize cannot be awarded due to delays or interruptions due to Acts of God, natural disasters, terrorism, weather or any other similar event beyond Sponsor's reasonable control; or (g) any damages, injuries or losses of any kind caused by any prize or resulting from awarding, acceptance, possession, use, misuse, loss or misdirection of any prize or resulting from participating in this promotion or any promotion or prize related activities. Sponsor reserves the right, in its sole discretion, to disqualify any individual it finds to be (a) tampering with the entry process or the operation of the Contest, or with any website promoting the Contest; (b) acting in violation of the Official Rules; or (c) entering or attempting to enter the Contest multiple times through the use of multiple email addresses/Instagram accounts or the use of any robotic or automated devices to submit entries. If Sponsor determines, in its sole discretion, that technical difficulties or unforeseen events compromise the integrity or viability of the Contest, Sponsor reserves the right to void the entries at issue, and/or terminate the relevant portion of the Contest promotion, including the entire Contest promotion, and/or modify the Contest and/or award the prizes in a random drawing from all eligible entries received as of the termination date.

11. Release of Liability; Disclaimer of Warranty; Forum Selection Clause.

By participating in the Contest, entrants and winner agree to release and hold harmless Sponsor, Instagram, and their respective parents, subsidiaries, affiliates, divisions, partners, representatives, agents, successors, assigns, employees, officers, directors and members (the "Released Parties"), from any and all liability, for loss, harm, damage, injury, cost or expense whatsoever, including without limitation, property damage, personal injury (including emotional distress), and/or death, which may occur in connection with preparation for, or participation in, the Contest, or possession, acceptance and/or use or misuse of the prize or participation in any Contest-related or prize-related activity and for any claims or causes of action based on publicity rights, defamation or invasion of privacy and merchandise delivery. The Released Parties assume no responsibility for any injury or damage to entrants or to any other person's computer, regardless of how caused, relating to or resulting from entering or downloading materials or software in connection with this Contest. Entrants and winner acknowledge that Sponsor has neither made nor is in any manner responsible or liable for any warranty, representations or guarantees, express or implied, in fact or in law, relative to any prize or any component thereof. Except where prohibited, all issues and questions concerning the construction, validity, interpretation and enforceability of these Official Rules, or the rights and obligations of entrant or Sponsor in connection with the Contest, shall be resolved individually, without resort to any form of class action, and shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to any choice of law or conflict of law rules (whether of the State of New York, or any other jurisdiction), which would cause the application of the laws of any jurisdiction other than the State of New York. In addition, any dispute relating to the Contest (including these Official Rules) shall be brought in the appropriate state or federal court having jurisdiction over the subject matter located in New York, New York. Entrants hereby irrevocably consent to the personal jurisdiction of said courts and waive any claim of forum non conveniens or lack of personal jurisdiction that they may have. Any and all claims, judgment and awards shall be limited to actual out-of-pocket costs incurred, but in no event attorneys' fees and under no circumstances will entrant be permitted to obtain awards for, and entrant hereby waives all rights to claim, indirect, punitive, incidental and consequential damages and any other damages, other than for actual out-of-pocket expenses, and further waives any and all rights to have damages multiplied or otherwise increased.

12. Sponsor:

BJ Acquisition LLC, 52-16 Barnett Ave, Long Island City, NY 11104. This Contest is in no way sponsored, endorsed or administered by, or associated with, Instagram. Any and all questions, comments or complaints regarding the Contest must be directed to Sponsor, not Instagram.

13. Winner List.

To obtain a copy of the winner's list, available after February 14, 2019, send a self-addressed, stamped envelope to: Betsey Johnson's Galentine's Day Caption Contest, BJ Acquisition LLC, 52-16 Barnett Ave, Long Island City, NY 11104, for Sponsor's receipt by March 31, 2019.